Attached files

                                                                   Exhibit 10.04

                                  SUPPLEMENTAL
                             SUBSCRIPTION AGREEMENT
                                       FOR
                            BROWNING #2 WELL/UNIT AND
                                 BROWNING LEASE
                            (MONTAGUE COUNTY, TEXAS)

Topaz Resources, Inc.
1012 N. Masch Branch Road
Denton, Texas 76207

ATTN: Mr. Edward J. Munden, Chief Executive Officer

Dark Horse Operating Co., L.L.C.
P.O. Box 2184
Denton, Texas 76202-2184

ATTN: Mr. Robert P. Lindsay and Mr. S. Rand Stinnett, Managers

     RE:  Oil,  Gas and Mineral  Lease,  dated July 15, 2005,  between  Browning
          Children's  Management  Trust,  Lessor,  and Dark Horse Operating Co.,
          L.L.C. ("DHOPCO"), Lessee, a memorandum of which is recorded in Volume
          355, Page 507, Real Records of Montague  County,  Texas (the "Lease"),
          covering  Lessor's  right  title  and  interest  in and  to a  certain
          1,187.75  acre,  consisting  of  five  (5)  distinct  tracts,  as more
          completely  described  therein  (as  amended);  Purchase  and  Sale of
          Working  Interest(s) in Browning #2 well/unit (API  #42-337-34339)  on
          non-communitized  Tract Three  thereof  (Elias  Spray  Survey,  A-672,
          Montague  County,  Texas),  along with undivided  working  interest in
          additional leasehold

Gentlemen:

     Reference  is made to  that  certain  written  Subscription  Agreement  for
Browning #2 Well/Unit (the  "Agreement"),  dated September 21, 2010, between the
undersigned  subscriber or purchaser  (the "WI  Purchaser"),  party of the first
part, and Topaz Resources,  Inc.  ("Topaz") and Dark Horse Operating Co., L.L.C.
("DHOPCO"),  parties of the second part,  relating and pertaining to the sale to
WI Purchaser  of an aggregate  twenty five  percent  (25.0%)  working  interest,
consisting of an eighteen and three quarters percent  (18.75%)  attributable net
revenue interest, in the above-described Browning #2 well (API #42-337-34339) in
the   Elias   Spray   Survey,   A-672,   Montague   County,   Texas   (and   the
"to-be-established"  included  and  surrounding  forty  (40) acre  oil,  gas and
mineral  leasehold  estate)(such well and 40 acre unit being referred to therein
and  hereinafter  as the "WELL").  A true and correct copy of said  Agreement is
attached hereto as Exhibit "A" and incorporated herein by this reference. Topaz,
as the current option holder and financier of the effective  working interest in
the WELL, and DHOPCO,  as the operator of the WELL and record title owner of the

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WELL (and the working interest  leasehold on undivided  interests in Tracts Two,
Three,  Four and Five of the Lease),  are desirous of WI  Purchaser's  financial
participation  not only in the WELL  but,  in  addition,  in the  ownership  and
development  of the  currently-held  portions of the Lease,  on a promoted basis
consistent with the Agreement, as set forth herein. This instrument (hereinafter
the "Supplement") is intended to modify,  expand and supplement the Agreement to
reflect the  agreement(s)  of the  parties as to the  Additional  Leasehold  (as
defined below). In consideration of the mutual promises contained herein and the
performance(s)   and   payment(s)   described  in  this   Supplement,   and  for
consideration(s)  independent of the Agreement,  the receipt and  sufficiency of
which are hereby acknowledged,  WI Purchaser, Topaz and DHOPCO agree (and hereby
supplement and amend the Agreement) as follows:

     14.  DEFINITION/BACKGROUND  ON ADDITIONAL LEASEHOLD.  DHOPCO is the current
record owner (subject to Topaz's option to acquire the subject working interest)
of a leasehold  working  interest in and to Tracts Two, Three,  Four and Five of
the Lease  which,  based upon  extensive  prior  title  work by  DHOPCO,  can be
described in chart-form (the "Chart") as follows:

                        Net Acres owned    Net Acres       Net Acres owned
                        or controlled       Leased         by or leased to
Tract #   Gross Acres     by Trust         to DHOPCO        third parties
-------   -----------     --------         ---------        -------------
 1          220.000       220.000             0                220.000
 2          270.750       203.062           203.062             67.688
 3          500.000       500.000           490.000*            10.000**
 4          100.000        25.000            25.000             75.000
 5           97.000        48.500            48.500             48.500
           --------       -------           -------            -------

TOTAL      1,187.75       996.562           766.562            421.188
           ========       =======           =======            =======

----------
*    =  Includes  30 acres of the 40 acres  comprising  the WELL (and WELL Acres
     defined below)
**   = Representing the 25.0% working interest being  subscribed/purchased by WI
     Purchaser under the Agreement

For purposes of this Supplement, the following definitions will apply:

WELL Acres: As used herein, the term or phrase "WELL Acres" shall mean and refer
to the "to-be-established"  forty (40) acre unit within Tract Three of the Lease
which surrounds and is attributable to the Browning #2 Well (consistent with the
designation/definition in the Agreement),  which (a) WI Purchaser has subscribed
to a 25.0%  working  interest  therein,  and (b) WI  Purchaser  will be  paying,
pursuant to a pending  AFE, for  included  and  proportionate  acreage/leasehold
costs, consistent with the Agreement.

Tract One: As used herein,  the term or phrase  "Tract One" shall mean and refer
to the 220 acres of land, more or less, described and designated as Tract One in

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the Lease, the leasehold  working interest thereon being previously  assigned by
DHOPCO to a third party (and in which neither DHOPCO nor Topaz  currently  claim
or own a record working interest).

Non-Tract One Acres:  As used herein,  the term or phrase  "Non-Tract One Acres"
shall mean and refer to Tracts Two, Three (except for the Well Acres),  Four and
Five as identified in the Lease,  comprised of 270.75 acres,  460.0 acres, 100.0
acres and 97.0 acres, respectively, more or less (totaling 927.75 gross acres of
land, more or less).

Base Acreage  Price:  As used herein,  the term or phrase "Base  Acreage  Price"
shall mean and refer to the sum of ONE  THOUSAND  FIFTY AND NO/100 U.S.  DOLLARS
($1,050.00) per net mineral acre of leasehold.

Present  Additional  Leasehold:  As used  herein,  the term or  phrase  "Present
Additional  Leasehold" shall mean and refer to the DHOPCO leasehold  believed to
be  leased  by  virtue  of the  Lease  in the  Non-Tract  One  Acres,  presently
calculated  to consist of 736.562 acres (column 4 in the Chart LESS the 30 acres
attributable to the WELL Acres). Such Present Additional Leasehold shall have an
associated net revenue of seventy five percent (75.0%).

     2.  ADDITIONAL  WORKING  INTEREST  OFFERING.  WI Purchaser,  subject to the
acceptance of the Subscription hereunder,  agrees to purchase a working interest
in and to the DHOPCO/Topaz Lease on the Non-Tract One Acres from DHOPCO/Topaz as
follows:

     (a) WI Purchaser  will  purchase  from DHOPCO and Topaz an  undivided  five
sixteenth  (5/16th)  or  31.25%  of the  Present  Additional  Leasehold  working
interest in the WELL,  subject to the  equivalent  or  proportionate  promote or
carrying  obligation  in favor of Topaz of one eighth  (12.50%)  of the  working
interest  through the  tanks/sales  line on all wells  developed  thereon,  in a
manner consistent with the carrying obligation established in the Agreement. For
illustrative/example purposes, assuming Topaz/DHOPCO has 100% of the minerals in
a to-be-drilled  tract leased, WI Purchaser shall pay for 35.15625% of the costs
of  drilling/completion  and receive  31.25% of working  interest  net  revenues
(carrying Topaz for a 3.90625% working interest and an attributable 2.92968% net
revenue);

     (b) WI Purchaser shall pay  Topaz/DHOPCO the equivalent of the Base Acreage
Price for such working  interest  upon the  execution of this  Supplement  by WI
Purchaser, calculated as follows:

     736.562 acres X 31.25% X $1,050.00 = $241,684.41

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     (c) The  ultimate  calculation  of  Present  Additional  Leasehold  and any
leasehold  to be  purchased/sold  hereunder  is  necessarily  subject  to  final
determination  by the parties  and the  results of final  title  analysis on all
included tracts within the Non-Tract One Acres.

     (d) Upon the  acceptance  of the  subscription  of WI Purchaser  hereunder,
Topaz/DHOPCO,  on the one hand, and WI Purchaser,  on the other hand, shall have
created  between and amongst the  parties  (and  otherwise  agree to) an area of
mutual  interest (an "AMI")  within the  Non-Tract  One Acres,  coupled with any
immediately-adjacent  or contiguous tract thereto (although,  at present,  Topaz
has reason to believe and does believe that all such contiguous tract candidates
are  presently  leased or  otherwise  held by  production  under the terms of an
existing lease). In addition to the Present Additional Leasehold on such tracts,
and acting upon the lead and  direction of Topaz,  WI Purchaser  and Topaz shall
have the right to participate  in the  acquisition of leases or interests in any
new leases  taken by a party  hereto on lands  within  the AMI in the  following
proportions:  WI Purchaser = 31.25%;  Topaz = 68.75%. Any AMI leases obtained by
Topaz will be tendered  for  proportionate  acquisition  hereunder  (a) at a net
revenue  interest of 75.0%,  and (b) at a price equal to the greater of the Base
Acreage Price or such acquisition costs (per acre) as Topaz may elect to pay for
the same. Any AMI leasehold  presented by a party hereto shall be subject to the
option,  but not the  obligation,  to participate  hereunder on a  proportionate
basis.  Notwithstanding the source of any AMI leasehold  generated,  proposed or
acquired  hereunder (i.e. from Topaz or WI Purchaser or their  directives),  the
same shall be subject to and burdened by WI Purchaser's  carrying  obligation in
favor of Topaz, as established above.

     (e)  Within  forty  five  (45)  business  days  of the  execution  of  this
Supplement (if not sooner and in conjunction  with the JOA  contemplated  by the
Agreement),  DHOPCO and/or Topaz shall  assemble and deliver unto WI Purchaser a
written Assignment of Oil, Gas and Mineral Lease involving the subject leasehold
acquired,  coupled  with such  other and more  definitive  documentation  as the
parties deem necessary and appropriate to reflect the agreement(s)  contained in
this Supplement.

     3.  SUBSCRIPTION;  ADDITIONAL  DOCUMENTS.WI  Purchaser  hereby  irrevocably
subscribes to purchase the subject thirty one and one quarter  percent  (31.25%)
of the  Present  Additional  Leasehold,  pursuant  to and  upon  the  terms  and
conditions herein set forth. Accordingly,  the WI Purchaser, upon its entry into
and the execution of this Supplement, hereby tenders the following:

     (a) Two (2) executed counterparts of this Supplement, with pages initialed;

     (b) An advancement in the form of either a check,  cashier's check or money
order, payable to the order of "TOPAZ RESOURCES,  INC.", or a bank wire transfer
to  Topaz's  account  as  directed  in  writing  by  Topaz,  in  the  amount  of
$241,684.41,  to be applied by Topaz for the benefit of WI Purchaser in a manner
consistent with Paragraph 2 above; and

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     (c) Such other executed and completed instruments (if any) as described and
as  may  be  reasonably  required  in  written  correspondence  presented  to WI
Purchaser,  directly  or  indirectly,  by  DHOPCO  and/or  Topaz  as part of the
purchase hereunder.

Consistent  with  Paragraph  2(e)  above,  Topaz and DHOPCO  shall  tender to WI
Purchaser the following for execution by WI Purchaser:

     (d) One (1)  written  Joint  Operating  Agreement  (the  "JOA"),  to govern
operations  on the  WELL  and  the  AMI  leasehold,  utilizing  a  modified  and
supplemented AAPL Model Form Operating  Agreement with included Accounting COPAS
attachment,  such JOA to be  consistent  with DHOPCO's  prior  operations in and
around Montague County, Texas;

     (e) One (1) executed and acknowledged Memorandum of Operating Agreement and
Financing Statement;

     (f) One (1)  proposed  Assignment  of Oil,  Gas and  Mineral  Lease  (to WI
Purchaser);

     (g) Such other and  additional  documents  which the parties may  otherwise
deem  necessary and  appropriate  to effectuate  the terms of this Agreement and
facilitate the completion and production of the WELL.

     4. ACCEPTANCE OF SUBSCRIPTION.  WI Purchaser agrees that this  subscription
(the  "Subscription")  is irrevocable and is subject to acceptance by DHOPCO and
Topaz,  in their sole  discretion.  If not  accepted  by DHOPCO  and Topaz,  all
instruments tendered herewith shall be promptly returned,  along with any monies
paid  by  WI  Purchaser.  WI  Purchaser  understands  that  acceptance  of  this
Subscription  shall be signified by executing  this  Subscription  Agreement and
causing an executed copy hereof to be returned to the WI  Purchaser.  DHOPCO and
Topaz have no  obligation  to accept  this  Subscription  in its  entirety or to
accept any third party  Subscriptions  (if any) in the order received.  Further,
DHOPCO and Topaz may accept a Subscription hereunder notwithstanding an eventual
sale of all of the working interest  offered to WI Purchaser or others.  As soon
as practical  following a closing hereunder,  WI Purchaser will receive executed
counterparts and/or copies of executed closing documentation hereunder.

     5.  AFFIRMATION  OF  AGREEMENT   PROVISIONS.   By  its  execution  of  this
Supplement,  WI Purchaser  represents and agrees as follows:  (a) the statements
contained in Paragraph 6, 7 and 8 of the Agreement remain true and correct as to
the WELL and, by ratification and reference  hereunder,  such statements  remain
true and correct (and otherwise apply) as to WI Purchaser's  acquisition(s)  and
the   working   interest   made  the  subject  of  this   Supplement;   (b)  the
indemnification  by WI Purchaser  contained  in Paragraph 9 of the  Agreement is
ratified and adopted as to the  transaction(s)  contemplated by this Supplement;
(c) the "additional" or optional  participation rights contained in Paragraph 10
of the  Agreement  are hereby  waived and shall now be  governed by the terms of
this  Supplement;  and (d)  Paragraphs 11, 12 and 13 of the Agreement are hereby

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adopted  and  ratified  as to  the  transaction(s)  cited  in  this  Supplement.
Notwithstanding the absence of a jurat or acknowledgment by WI Purchaser hereon,
the statements  contained  herein shall be deemed by WI Purchaser to be true and
correct, to be relied upon by DHOPCO and Topaz accordingly.

     IN WITNESS WHEREOF,  WI Purchaser has executed this Subscription  Agreement
on this ____________ day of November, 2010.

                                   WI Purchaser:

                                   RMJ, INC., a Nevada corporation


                                   By: /s/ Eric L. Moe
                                       -----------------------------------------
                                       Eric L. Moe, its CEO/President
                                   Address: 8921 N. Indian Trail Road,
                                            Suite 288
                                            Spokane, WA 99208
                                   E-mail address: emoe27@aol.com
                                   Phone Number: (509) 467-8204
                                   Fax Number: (509) 466-0583
                                   EIN: 98-0165538


---------------------------------------
Witness
Printed Name:
             --------------------------

WHEN FULLY EXECUTED, RETURN TO:

Dark Horse Operating Co., L.L.C.
Mailing Address: P.O. Box 2184, Denton, TX 76202-2184;
Physical Address: 1012 N. Masch Branch Road, Denton, TX 76207
Phone: 940-243-3038; Facsimile: 940-243-8643
E-mail: lindsayroberttx@msn.com and rstinnett@usa.net

                                  Page 6 of 8

                         ACCEPTANCE BY DHOPCO and TOPAZ

     The  foregoing  subscription  is  accepted/rejected  by DHOPCO and TOPAZ as
follows:

_________         Accepted in full.


_________         Partially   accepted   to   the   extent   of   ___________
                  working   interest   (if   needed, explain: __________________

                  ______________________________________________________________

_________         Rejected in full.


DATE:_______________, 2010.


                               Dark Horse Operating Co., L.L.C.,
                               A Texas limited liability company


                               By: /s/ S. Rand Stinnett
                                   ---------------------------------------------
                                   S. Rand Stinnett, its Manager


                               By: /s/ Robert P. Lindsay
                                   ---------------------------------------------
                                   Robert P. Lindsay, its Manager

                               Topaz Resources, Inc.,
                               A Florida corporation


                               By: /s/ Edward J. Munden
                                   ---------------------------------------------
                                   Edward J. Munden, its President


                               By: /s/ Bill A. Williamson
                                   ---------------------------------------------
                                   Bill A. Williamson, its Vice President

                                  Page 7 of 8

                                 EXHIBIT "A" TO

                                  SUPPLEMENTAL
                             SUBSCRIPTION AGREEMENT
                                       FOR
                            BROWNING #2 WELL/UNIT and
                                 BROWNING LEASE
                            (Montague County, Texas)

                                     Between

                            TOPAZ RESOURCES, INC. and
                        DARK HORSE OPERATING CO., L.L.C.

                                       AND

                                    RMJ, INC.


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